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ranked, a vice president designated by the Board of Directors, <br /> shall perform all duties of the president. When so acting, a <br /> vice president shall have all powers of and be subject to all <br /> restrictions on the president. The vice presidents shall have <br /> such other powers and perform such other duties as the Board of <br /> Directors or the Bylaws may prescribe. <br /> Section 5.10. Secretary. The secretary shall have the <br /> following duties: <br /> (a) The secretary shall keep or cause to be kept, at the <br /> corporation's principal office or such other place as the Board <br /> may direct, a book of minutes of all meetings, proceedings, and <br /> actions of the Board and of committees of the Board. The <br /> minutes of the meetings shall include the time and place that <br /> meeting was held, whether the meeting was annual, regular, or <br /> special, and, if special, how authorized and the notice given. <br /> (b) The secretary shall keep or cause to be kept at the <br /> principal office, a copy of the Articles of Incorporation and <br /> Bylaws of the corporation, as amended to date. <br /> (c) The secretary shall give, or cause to be given, notice <br /> of all meetings of the Board and of committees of the Board <br /> required by these Bylaws to be given. The secretary shall keep <br /> the corporate seal in safe custody and shall have such other <br /> powers and perform such other duties as the Board or the Bylaws <br /> may prescribe. <br /> Section 5.11. Chief Financial Officer. The chief <br /> financial officer shall have the following duties: <br /> (a) The chief financial officer shall keep and maintain, <br /> or cause to be kept and maintained, adequate and correct books <br /> and accounts of the corporation's properties and transactions. <br /> The chief financial officer shall send or cause to be given to <br /> the Directors such financial statements and reports as are <br /> required to be given by law, by these Bylaws, or by the Board. <br /> The books of account shall be open to inspection by any <br /> Director at all reasonable times during the business hours of <br /> the corporation. <br /> (b) The chief financial officer shall deposit, or cause to <br /> be deposited, all monoy and other valuables in the name and to <br /> the credit of the corporation with such depositories as the <br /> Board may designate, shall disburse the corporation's funds as <br /> the Board may order, shall render to the president, chairman of <br /> the board and the Board, when requested, an account of all <br /> transactions as chief financial officer and of the financial <br /> condition of the corporation, and shall have other powers and <br /> perform such other duties as the Board or the Bylaws may <br /> prescribe. <br /> -8- <br />